General terms and conditions for sales partners

1. Distribution law

1) The client transfers to the business partner the right to broker the client’s products, in particular the sale of precious metals. The business partner is not authorized to represent the client or other future business partners or customers or to make legal declarations on their behalf. He is not authorized to collect payments and may not represent the client in legal transactions.

2) The business partner is an independent commercial agent. He does not work exclusively for the client as a commercial agent and is not bound by any instructions or obligations that go beyond the statutory obligations and the provisions of this contract. As a merchant, he is free to organize his activities and determine his working hours.

3) In order to perform its sales tasks, the business partner is entitled to use sub-agents or other companies as vicarious agents who have a relationship with the business partner. This shall not establish a contractual relationship between them and the client.

4) The business partner shall ensure that the obligations assumed by it within the scope of this contract are also complied with by the persons it uses for the brokerage. The business partner shall be liable for breaches by these persons as if they were his own fault.

5) The products of Polarstern Sachwert GmbH & Co. KG are distributed exclusively in approved countries. The currently approved countries can be seen in the login area of the homepage, protected access for business partners. The business partner shall only use the documents that have been approved for the respective countries. The business partner recognizes the rules of good business practice.

6) The provisions of the Money Laundering Act and the General Terms and Conditions of Polarstern Sachwert GmbH & Co. KG must be complied with.

2. Personal requirements for appointment as a business partner

2.1 A natural person can only be a business partner if they have full legal capacity. A business partner can only be a person whose place of residence or business is in a country that has been approved.

2.2 Business partners must identify themselves by submitting a copy of their identity card or passport or by fax.

2.3 Legal entities can also become business partners if they have legal capacity. In this case, an extract from the register
must also be submitted and proof of representation must be provided.

2.4 The business partner is obliged to open a custody account with Polarstern Sachwert GmbH & Co. KG in his name. Polarstern Sachwert GmbH & Co. KG will transfer 30% of the monthly commission for the purchase of precious metals to this custody account each month. The remaining 70 % will be transferred to the account of the business partner.

2.5 The business partner only receives commission each month if they themselves have paid their contract in that month (at least € 100). This means that he is active. The monthly installment must be booked before the end of the month and before the commission statement. If the business partner has not made a monthly payment into his precious metal custody account, he will not receive any commission in that month. In the event of non-payment, the commission is paid to the business partner at the next level. Commissions from previous months are not paid out retrospectively.

3. Sales activities

1) Advertising materials and other items that the client hands over to the business partner to support its activities shall remain the property of the client. They must be returned immediately after termination of the contractual relationship unless they have been used for their intended purpose. The business partner’s own advertising measures must be agreed with Polarstern Sachwert in advance in each individual case if Polarstern Sachwert is to be referred to in the advertising or the name Polarstern Sachwert is to be used.

2) The business partner undertakes to use only information and data contained in Polarstern Sachwert’s GTC (= contractual basis for ordering precious metals) in its own business partner and customer advertising. The business partner is aware of these GTC. In particular, the business partner is not entitled to make any statements that deviate from the GTC; in particular, no expectations of profit (“yield”) may be aroused. If the business partner breaches this obligation, he shall be obliged to compensate the client for any resulting damage. In addition, the client is entitled to terminate the distribution agreement immediately.

3) The client has informed the business partner of the significance of the GTC. The business partner has also been informed of the consequences under civil law. He hereby indemnifies the client against any claims for damages by third parties if these are caused by breaches of the GTC for which the business partner is responsible. The client hereby accepts the declaration of indemnity.

4) The business partner shall indemnify the client against all possible third-party claims based on actions and omissions for which the business partner is responsible under this contract.

4. further obligations of the business partner

4.1 The business partner is responsible for the payment of taxes on the income from social security contributions or other levies that may arise from the conduct of its business.

4.2 Furthermore, the business partner must submit the following documents:

⦁ Tax number
⦁ Bank details
⦁ and all documents required in the partner contract
Payment of the commission shall only be made after submission of the documents listed above. Payment shall be made non-cash to the account of the business partner. The client consents to invoicing via e-mail in accordance with the provisions of the German Digital Signature Act (where legally required).

5. Commission

5.1 Commissions for purchases
The business partner shall receive a commission from the client for the contracts brokered by him and concluded by the client, insofar as this is due, in relation to the brokered and paid-in purchase amount of the client, provided and only if the intended premium for one-off payments or the set-up fee for installment payers has been agreed in full and paid in by the client. If a lower premium or a reduced set-up fee is agreed with the customer, the total commission shall be reduced as a percentage by the reduced premium or set-up fee.

5.2 Payment of the set-up fee in installments
As long as the set-up fee has not been paid by the customer in the agreed amount, each installment payment by the customer shall pay the percentage share of the costs specified in the GTC to settle the set-up fee as a commission basis in accordance with the following formula: (Commission = paid set-up fee / 100 * commission rate in BWE valuation unit)
The customer may shorten the installment payment period at any time by making additional payments in any amount up to the agreed set-up fee. The additional payments are credited to the business partner towards the commission term and thus shorten the payment period of the installment commission.

5.3 Transaction fee
Furthermore, the client shall pay the business partner a transaction fee for the purchase of precious metal for each transaction, insofar as this is incurred. The basis of assessment is the transaction value (= purchase price of the customer with regard to the precious metal) of the respective customer depending on the denomination purchased.

5.4 If the purchaser makes an additional purchase, the business partner will receive a commission in accordance with point 5.1 on condition and only if the purchaser is again charged the costs shown in the GTC and has also paid the agreed premium. Polarstern Sachwert reserves the right to charge the customer lower costs.

5.5 The claim to commission only arises when the following conditions are met: an online order for the purchase of precious metals from the customer has been received and accepted by the client and the statutory objection period has expired. Furthermore, in the case of a one-off purchase, the total amount (deposit plus the agreed premium It. order for the purchase of precious metals) and, in the case of installment payers, the agreed set-up fee must have been received in Polarstern Sachwert’s account. If the customer pays by cheque, the accrual of the commission is extended by the redemption period of one week.
In the case of payment by installments, the transaction fee claim arises at the earliest 6 weeks after the customer’s agreed installment has been credited to the customer’s account, subject to the statutory revocation period. If the customer revokes the installment later, the customer is entitled to reclaim the overpaid commission from the business partner. If a standing order is set up for the customer, the claim arises upon receipt of the payment in the account of Polarstern Sachwert GmbH & Co.

5.6 The client is not obliged to advance the commission payment. If the client pays the business partner before one of the above conditions is met, the payment shall be deemed to be an interest-free loan that can be reclaimed by the client within 14 days.

5.7 The client reserves the right to grant customer requests regarding suspension of installments, reduction of installments and, in serious cases, cancellation of installment payments. If the client considers one of these measures to be necessary due to the interests of the customer, the business partner shall tolerate this, including any possible detriment to future or already received commissions. However, the client shall take the interests of the business partner into account in an appropriate manner, e.g. by providing appropriate information.

5.8 The business partner expressly declares liability for the repayment of so-called return commission in the event of a contract being canceled. The commissions overpaid to the business partner due to the cancellation of a contract must be repaid to the client within one week of the statement of account being sent and the commission being reclaimed. The client is also entitled to offset commission reclaims against commission claims of the business partner. The business partner shall not be entitled to offset commission claims of the Company against commission claims if these commission claims are disputed or have not been legally established.

5.9 The commission claim shall lapse if the transaction is not executed for reasons for which the client is not responsible. This applies in particular if the client cannot reasonably be expected to execute the transaction or if the client exercises his right of revocation or withdraws from the contract.

10) The company is not obliged to conclude the transactions submitted by the business partner. The rejection of a contract with the customer does not require any justification.

11) Settlement documents sent to the business partner by email and available online, as well as commission notes, account statements and the like, shall be deemed to have been accepted by the business partner as factually and arithmetically correct if he has not objected to them in writing to Polarstern Sachwert within 2 weeks of receipt. The business partner shall notify the client in writing of any objections to commission statements immediately after becoming aware of them, stating the reason for the complaint.

12) The commission shall cover all services provided by the business partner. The business partner shall pay all costs of its business operations from the commission. There is no claim against the client over and above the commission payment.

13) If the customer is granted a discount with regard to the order, the total commission shall be reduced by the percentage of the discount granted. A discount that exceeds the sales agent’s own commission for the respective contract shall result in claims by the principal against the sales agent (negative commission).

6. Sales tax

All commission and other payments include the statutory value added tax, if applicable. Commissions for referrals where VAT is payable may only be paid if the statutory requirements for this are met.

7. Customer protection / business partner protection

The client grants the business partner customer protection for all customers introduced by him during the term of this contract and for 6 months after termination of the contract. During this period, the client may not offer or broker other goods or investments to these customers without the consent of the business partner, nor may he pass on the addresses of these customers for the purpose of placing goods or investments. This also applies to freelance employees of the business partner and the client. This customer protection clause does not apply to customers and distributors transferred to the business partner by the client. The client shall also grant the business partner business partner protection within the same aforementioned framework for the vicarious agents named under point 1.3. The business partner protection shall not apply if the vicarious agent of the business partner has demonstrably not been in a business relationship with the business partner for more than 6 months.

8. Termination

8.1 The Client and the Business Partner shall be entitled to terminate this Agreement with due notice in accordance with national law (for Germany, see HGB). Upon termination of the contractual relationship, any claim of the business partner against the client for any remuneration or commission shall lapse. Claims to commission from contracts that the business partner brokered before termination of the contract and that only came into being after termination shall remain unaffected by this. The right to extraordinary termination for good cause remains unaffected. Upon termination of the contract, the business partner is obliged to return the business documents to the client.

8.2 In order to secure any potential return commissions to be paid by the business partner, the business partner hereby assigns current and future claims from employment and commercial agency agreements to secure the claim. Should the business partner and/or its sub-agents damage the reputation of the client with its sales and consulting activities, advise customers incorrectly or with inaccurate information, violate other essential obligations of the business partner agreement or violate the law against unfair competition (UWG), the company shall be entitled to terminate the agreement without notice. In the event of termination without notice by the Company, the Business Partner shall irrevocably forfeit all rights to severance payments etc. as well as any other claims to payments. The Company reserves the right to assert claims for damages.

9. Limitation period, assignment of claims

All claims arising from this contract expire after 12 months. The period shall commence at the end of the month in which the claim falls due. The business partner may only assign claims arising from this contractual relationship with the written consent of the client.

10. Confidentiality obligation / data protection

For the duration of this sales contract, the business partner shall be granted the right to use the client’s homepage (www.polarstar-network.com) and to use a special login area there by means of a password. Due to the use of this then accessible program area, the business partner may receive information about trade secrets of the client, as well as its customers and other business partners. In order to protect the client and the aforementioned third parties, the business partner undertakes to maintain confidentiality about all facts that become known to him in the course of his business or when using the aforementioned homepage of the client. This confidentiality obligation applies to everyone, including family members, employees or anyone who has already gained knowledge of the facts in question. This obligation shall not expire upon termination of the contractual relationship. Furthermore, the business partner is prohibited from making the login area or its password accessible to third parties or allowing them to use it. If the business partner saves, prints out or forwards data from the aforementioned homepage or the login area accessible to him, he must ensure that the data obtained in this way is not or does not become accessible to third parties. The above confidentiality obligation also applies to data obtained in this way. We expressly point out that careless handling of data may violate the provisions of the relevant data protection laws.

11. Final provisions

11.1 Amendments and supplements to this contract are only effective if they are agreed in writing. Any waiver of the written form requirement must also be in writing. Verbal agreements are null and void.

11.2 Should a provision of this contract be invalid, this shall not affect the validity of the remainder of the contract. Instead, the invalid provision shall be replaced by an agreement to which the contracting parties are obliged to cooperate and which comes as close as possible to the invalid provision in a legally permissible manner. The same applies if the contract is incomplete.

11.3 To the extent permitted by law, it is agreed that this contract shall be governed exclusively by German law.

11.4 To the extent permitted by law, the place of jurisdiction shall be the registered office of the client.

12. Confirmation

12.1 The business partner is obliged to comply exclusively with its own tax requirements/obligations. The same applies to any permits/approvals under public law.

12.2 The business partner undertakes to duly register this commercial activity and to have applied for and obtained any necessary permits under public law. (e.g. business registration). By completing an online application, the business partner confirms that he has read the General Terms and Conditions of Polarstern Sachwert contained in the respective purchase application and accepts them as binding. The business partner has taken note of the obligation as an independent trader to make the relevant registrations and to take precautions.

13. declaration in accordance with the Money Laundering Act
The undersigned is aware of this: The customer data must be clearly assigned to persons; therefore the data must be recorded in accordance with the Money Laundering Act. Legal acts in connection with money laundering are not permitted; suspicious facts must be reported immediately.

14. information system
The client shall provide the business partner with the basic version of the information system free of charge for the duration of the contract.